Nine months ago, when free agency kicked off, Samari Rolle and Derrick Mason were both considered top-five commodities – guys who could change a team. And when the duo signed with the Ravens, most figured a transformation was under way.

And it was. From bad to worse.

As 2005 has shown us, marquee free agents don't solve every problem for their new team. In some cases, they create more headaches than the ones they're supposed to cure (Fred Smoot, anyone?). But that rarely factors into the annual free-agent bonanza, which typically begins with the December drooling as teams solidify their cap status by finalizing contract extensions. And there is plenty of work to do with the class of 2006, with several high-profile stars still unsigned.

With that in mind, here is the first look at the potential of this offseason's free-agent class. While many in this year's top 10 will likely be re-signed before they hit the open market, nothing is set in stone. For now, there are still some serious team-changers on the free-agent horizon.

1. Drew Brees, QB, San Diego Chargers
While his numbers aren't quite as good as last season (he's already exceeded his interception total for 2004), Brees has actually looked just as good. His intermediate passes have more velocity than in past seasons, thanks in part to a revamped offseason conditioning program, and he's become the unquestioned leader in the locker room.

He's not likely to get away from the Chargers, but as long as he is without a contract and Philip Rivers is sitting behind him, there's always a chance he hits the open market. And the reason he's the No. 1 free agent? Because if he's let go, at least eight teams would have a strong level of interest.

2. Edgerrin James, RB, Indianapolis Colts
James is on pace for the best season of his career, and at 27 he still has about five prime years left. Better yet, he's churning out more "tough yardage" – yards accrued after being hit – than anyone in the NFL. And while his past injuries are somewhat of a concern, they have faded considerably now that he's played 38 straight games (including playoff appearances) without incident.

But now that Indianapolis is hitting the peak of its Super Bowl window, James isn't likely to get loose. He's still not a huge fan of living in the Midwest, but his favored destination of South Florida is flush with running backs. Everyone in management wants to keep him, and the only thing that stands in Indy's way is the salary cap and the space eaten by the big deals of Peyton Manning and Marvin Harrison. Even using the franchise tag this offseason would be tough, but it's still a possibility if the Colts can't get a new deal done.

3. Shaun Alexander, RB, Seattle Seahawks
He was upset that he couldn't get a new contract in place before this season, but it has actually worked out well for Alexander, whose value has never been higher. At 28, he's the centerpiece of the best team Seattle has had in the Mike Holmgren era.

But he's still slightly less valuable on the open market than James because he's running behind a solid line with two possible future Hall of Famers (Walter Jones and Steve Hutchinson), and he's not perceived as a better receiver out of the backfield. Not that it matters. The Seahawks are going to lock him up before anyone else has a chance to lure him. And they won't be hitting him with a franchise tag again because he has a clause in his current deal that prevents it.

4. Nate Clements, CB, Buffalo Bills
His stats are down this season, but coaches and general managers love few things more than a young, durable and talented No. 1 cornerback. Clements fits the bill on all those counts.

He turns 26 next week, has played every NFL game since being drafted out of Ohio State in 2001 and has been a playmaker (19 interceptions – four returned for touchdowns – in four-plus seasons). He is this year's Samari Rolle, but without the headaches off the field. That would translate to a huge payday. The key word is "would" since it will be a shock if he hits the market. Expect the Bills to franchise him if something can't be worked out.

5. Charles Woodson, CB, Oakland Raiders
He's gotten a bad reputation the last few years in Oakland, and some personnel people question whether he's fallen out of the league's "elite" group of cornerbacks. It hasn't helped that he's played on teams with horrific pass rushes the last few years. One thing is for sure: At 29, he's still a quality No. 1 cornerback when healthy and can immediately upgrade any team he joins.

The health issue will be big, though, after he suffered a broken leg this season. If he returns before the end of the year, that will go a long way toward eliminating concerns. And with the Raiders turning toward younger players in the secondary, he's expected to be available rather than drawing another franchise tag.

6. Steve Hutchinson, G, Seattle Seahawks
Rarely would a guard rate this high on a free-agent list that includes so many talented players. But Hutchinson isn't just any guard. He'll be voted to his third straight Pro Bowl after this season and may be the premiere player at his position. Along with Walter Jones, he's a huge reason why Alexander has been so productive.

The Seahawks would love to keep him, but that's not likely to be possible once Alexander is signed, already adding to the big contracts given to Jones and quarterback Matt Hasselbeck. Seattle has to pony up some dough to defensive tackle Rocky Bernard this offseason, too. That should translate into Hutchinson going to the highest bidder, and there should be quite a few.

7. Jamal Lewis, RB, Baltimore Ravens
His play has been lethargic this season, and he's clearly had his next contract on his mind. Since rushing for 2,066 yards and 14 touchdowns in 2003, Lewis has seen his stock erode dramatically, partially from injuries, attitude and his recent jail term.

His play has been so uninspired this season that the Ravens are mulling over whether to keep Lewis or Chester Taylor as their featured back. But Lewis is only 26, and his combination of size, speed and power is rare. So there will be plenty of interest – and a fat contract waiting at the end of the rainbow.

8. Julian Peterson, LB, San Francisco 49ers
He's still not entirely back from the Achilles injury he suffered in 2004, and that was to be expected. Peterson has also been going through a transition during the changeover to Mike Nolan's 3-4 defense. The feeling is that 2006 will be when Peterson will return to his Pro Bowl caliber play.

But that puts suitors in a tough position, since it's hard to be sure whether a team will be landing just a good outside linebacker or one of the league's best defensive players. Whatever the case, Nolan likes the way Peterson fits into his scheme. The 49ers' coach also knows Peterson is the defensive general, so it's unlikely the team will let Peterson go the free-agent route. He'll likely be franchised again if a long-term deal can't be worked out.

9. Reggie Wayne, WR, Indianapolis Colts
Like with Hutchinson in Seattle, someone is going to have to be the odd man out in Indianapolis. The Colts desperately want to keep him, but it's highly unlikely that both James and Wayne stay, given the already precarious cap situation. While he's not a better player than Marvin Harrison, Wayne is faster and provides the perfect complement as Manning's No. 2 wideout. With his play this season, Wayne's stock is soaring and that's certainly not making the Colts' decision an easy one.

Wayne has improved every year in Indianapolis, and although his yards-per-catch numbers and touchdowns have dipped from last year, he's still a high-quality second receiver. Some personnel people even view him as a possible No. 1 option. Ultimately, the question is going to be money. What can the Colts offer, and how much more is he going to get on the market? Someone will end up paying Wayne more than Indianapolis.

10. John Abraham, DE, New York Jets
His value was slightly better last offseason when the Jets slapped him with the franchise tag during what was a lean market at the defensive end spot. He's added weight this season to help with durability – so far, so good.

But if Abraham lasts the full 16-game slate, he's on pace for his lowest sack numbers ever during a healthy year. That's not great news, and he hasn't made progress at the negotiating table with the Jets, either.

While Abraham has plenty of baggage with both injury and off-field concerns, he would still be the defensive end prize in the 2006 class. He's plenty young at 27, and he doesn't have the size issues of a Robert Mathis or the one-year-wonder concerns of a Kyle Vanden Bosch.

WIND SPRINTS

# The Arizona Cardinals are expected to be one of the biggest players in free agency. If the cap settles at around $90 million as expected, Arizona is currently looking at being nearly $30 million under that figure and won't have to spend a bundle retaining any of its own players. Beyond Kurt Warner – and there is talk the Cardinals will be re-singing Warner – there are only a handful of pressing decisions with some of their own free agents (fullback Obafemi Ayanbadejo, offensive lineman Adam Haayer and defensive lineman Ross Kolodziej).

With the $90 million figure in mind, the next three teams with the most cap space – barring contract extensions before the offseason – will be Cleveland ($29 million), Cincinnati ($25 million), Minnesota ($23 million) and Green Bay ($21 million). However, unlike Arizona, all three of those teams will see a significant portion of that money evaporate re-signing important pieces.

# One of the most interesting critiques heard after the Steve Mariucci firing came from another NFL general manager, who summed up the consistent failures of Detroit Lions president Matt Millen. His take? Millen simply never learned how to do his job.

"(Millen) makes you understand why most general managers are groomed for the position," he said. "You can't walk in and think it's just talent evaluation and (coaches) who have a thick playbook and great speeches. Having talent doesn't solve everything. (Neither does) having a good coach. They have to be right for each other, and good general managers have a feel for that kind of thing. … Matt Millen makes mistakes that an understudy for a general manager position would make – which is why that guy is an assistant GM or pro personnel director or whatever a team wants to call them. That's why guys like that aren't in charge, because they don't have the experience of knowing how an entire organization functions and builds – with coaching, talent, salary cap and everything else.

"Almost every general manager worth his salt learned the position from someone who was there first, and (Millen) never did that. Things like, watching other people (mess) up. You study how to do it and take all the steps. No (kidding), it's just like grooming a CEO in the business world. Go look at (Seahawks president) Tim Ruskell or (Cleveland Browns general manager) Phil Savage. Those will be good (general manager) hires because they were prepared for the job under intelligent people who taught them little things, too. There is nuance in this job, you know? A lot of things relative to composing rosters with leaders and coaches who fit the teams. I don't know everything about Matt, but I know he's never gotten that long-term guidance, other than talking to his friends around the league."

# Things are going to get interesting in the Carolina Panthers' backfield this offseason. With DeShaun Foster expected to get the bulk of the carries the rest of the season, he's essentially auditioning for a healthy, long-term deal when he becomes a free agent next year. Even with Foster's injury history, the Panthers would like to bring him back with a lucrative deal if he can prove he's capable of being the featured back.

However, that doesn't mean we're seeing the end of Stephen Davis' time in Carolina. Davis is still too valuable to be phased out of the team's long-range plans, and his relatively reasonable salary for a quality second option – $1.8 million in 2006 – likely means he'll be a Panther for at least one more year.

But his role is expected to be vastly different going forward, especially if Foster can handle 25 touches per game. If that's the case, the Panthers would like to use Davis as a short-yardage and red-zone back, similar to the role the Pittsburgh Steelers envisioned for Jerome Bettis before injuries forced him into a starting role last season.

# Browns coaches – especially offensive coordinator Maurice Carthon – were devastated by the news of wide receiver Braylon Edwards' knee injury. The Browns were elated with Edwards' progress this season and felt certain he was on the verge of making a push for Offensive Rookie of the Year honors in the final month of the season.

On the bright side, there is word from inside the organization that tight end Kellen Winslow Jr. may be back in time for the 2006 season opener. Winslow continues to rehabilitate at the team's practice facility, where a team source says "he has become a weight room freak." Winslow also has been running on a regular basis. Barring complications, there is optimism he will hit the field again in August.

# The same Browns source also said the team is facing a decision with outside linebacker Kenard Lang this offseason. Lang has been an ineffective pass rusher in Cleveland's 3-4 scheme, and with him slated to make $4.5 million next season, his production isn't in line with his salary.

There is some hope Lang will show some significant progress in the final four games. If he doesn't, the Browns will ask the nine-year veteran to take a pay cut or consider other options at the position – including possibly cutting Lang.

# Despite his 18-yards-per-catch average, word is circulating that the Denver Broncos have lost faith in the idea that Ashley Lelie can eventually shoulder the load as a No. 1 wide receiver.

The hope was that Lelie – who was still viewed as being unpolished in his route-running when plucked from Hawaii in the first round of the 2002 draft – would eventually take over for Rod Smith. But even with last season's 1,084-yard effort, Lelie hasn't come close to Smith's competitive nature, and coaches have been disappointed that Lelie is often bullied by physical cornerbacks. Thus, Denver is expected to look for another marquee receiver in free agency or the draft.

# The Philadelphia Eagles think they have finally found a permanent defensive end to play across from Jevon Kearse. And in typical fashion for the organization, it is a young player culled in the middle round of the draft – fifth-round pick Trent Cole.

While Cole is on the smallish side (260 pounds), the Eagles think he has the athleticism and nastiness to make an impact as a full-time player. He's been inconsistent in his last three starts, but the Eagles think that with some offseason work, he will be their unquestioned starter opposite Kearse in 2006.

If that's the case, Philadelphia could have three potential starters next season from the 2005 draft class – Cole, defensive tackle Mike Patterson and wide receiver Reggie Brown. Not bad considering this was a class expected to provide a foundation of starters for 2007 and beyond.

UPON FURTHER REVIEW

Norv Turner's switch to Marques Tuiasosopo for the season's remaining four games smacks of a desperate man. Turner has always been Collins' biggest advocate in Oakland, and that may ultimately be what sinks him. Switching to Tuiasosopo is basically admitting the biggest mistake of Turner's tenure – relying on an inconsistent and inefficient quarterback. Now it's hard to believe that after five years, Tuiasosopo is going to surface as the quality starter the team envisioned when it drafted him out of Washington. And if he does, what does it say that Turner hasn't given him a look earlier?